Remnants Spectacular Spider-Man
by SECUREZONEICON
Summary: One change one spider bite can change the world. Change outcomes, deny destinies. No matter how little the change or large. Can a Spider-Man change anything. save those destine to die. Steal victory from the maw of evil.
1. Prelude

"Let her go!" Four figure remained unmoving. A Young silver haired man, and equally young green haired woman held a brunette woman in a vice like grip. "I Said let her go" A Woman wearing a short red dress took her amber eyes off her target, malice marred across her beautiful features. The boy who had interrupted her wasn't impressive, he was only slightly larger then herself and her female associate at five eight, and much shorter then the six foot three of her male associate. His frame was thin and like cord. A Loose fitting red sweater hid any muscle he had, as did his blue sweat pants.

She calmly walked towards the shorter young man, a ski mask of the same colour as his hoodie hid his face. A Set of welding goggles amateurishly sown onto the eye holes hid even his eye color from view. On his hands where dark blue gloves, with silver wrist bands. "And who might you be?" She asked with thinly veiled contempt. 'Hunter? no to young' Her hands went towards slowly to her twin crescent swords strapped to her back.

The boy squatted slightly squaring her feet with his shoulders, his eyes never leaving the woman. "I'm Spider-Man" He replied with feigned confidence. "And you must short gorgeous and evil"

With lightning fast quickness the woman ripped her swords off her back and swung two jabs at the boy. Who back pedaled quickly becoming a blur as he fired a white line from the silver bands on his wrists. With a tug he ripped the two off their captive, back flipping out of the way of an arrow as he did. "What is this stuff?" The silver haired young man tugged the white substance off his grey vest.

Spider-Man landed gracefully upon a fence post replying loudly "It's webbing I developed really you probably don't wanna know what's in it" He looked at the young brunette woman arrow buried deep in her back with worry. For the first time since putting on his mask he wished he could at least direct people with his eyes. Each of his opponent created a half circle around the mask wearing hunter. "You a Fang member?" The green haired young woman kept her double revolvers trained on Spider-Man.

"Really moss head does this mask look Grimm like to you" Spider-Man counter with sarcastic shake of his head. They had the advantage, in numbers and in location. Wind traveled down the dirt road, a thick tree line was a hundred feet down the road. 'Hit them fast and hard' Spider-Man instantly closed the gap between the three with a mighty leap. He push kicked the green haired woman, caught a power metallic leg with his right hand, and fired web right into the eyes of the red dressed woman. He tossed the silver haired boy away, quickly he fired a white explosion from the sole of his foot. Spider-Man barely raised his right arm fast enough to block a head kick thrown by the silver hair. "Those are some fancy metal legs you got" He fired a web into the exposed circuitry of the left leg. "Maybe throwing on some pants on would be smart.

The silver haired boy switch his anchor foot to his right, and brought his left into a powerful push kick. The metal foot exploded with a powerful white gust of wind, throwing Spider-Man back twenty feet. "I Take it this your first fight" He walked towards the Spider-Man with a mocking limp. "You should talk less it distracts you from the it"

Spider-Man sprung up as the moss haired girl fired five shots from her pistols. Each bullet was a sickly mucus green color. "Ok note to self don't get shot with..." His comment was cut off as he had to twist out of the way a black arrow fired from the red red dress woman. As it past by his head the arrow began glowing faintly "Crap" An explosion shook the road, throwing back the web head. Spider-Man rolled out of the smoke coughing loudly, dusting off his goggles with his stiff right arm,

He pushed himself off the ground and was immediately shot in the shoulder, the wound sizzling. "Ahh" he screamed in agony clawing at the bullet hole. His entire body became electrified as an arrow pierced through the smoke. Instinctively he leap into the air. Straight into a metal boot, an explosive gust of wind sending him back into ground in a crumpled heap. Spider-Man could taste the steely flavor of his blood, his goggle was cracked.

He felt the metal boot on the back of his neck. "You should've stayed out of this kid" He taunted.

Spider-Man moved his head weakly, the two young women walked through the smoke the explosion caused. The red dressed woman's eye almost glowed through the smoke. He noticed the moss haired woman looking down on him with a level of regret. "I Almost feel bad for him. He didn't know what he was getting into" She stated coldly.

She was wrong he had watched their fight with the brown skinned woman, he knew they were better then him. They expected a hunter, Spider-Man was not a hunter. As they got in close enough he knew he had one choice left. 'Hurt them' with a twist he ripped his head out of the pressure press it was under. He twisted on his back, shin met metallic kneecap. Spider-Man felt the metal crunch underneath his kick. "You guys should work on putting down your opponent before taunting" Be back hand sprung over two bullets landing a powerful two legged drop kick on the moss haired woman, purposely burying his feet in the rib cage cracking them. He kicked off the woman into a flying spear. The red dress and spider rolled across the earth. He was much stronger then his thin frame should've allowed.

Bang

Spider-Man abruptly stopped moving, beneath him the woman felt a wetness spread from his left hip. "Good job Emerald" She unceremoniously pushed Spider-Man off her. She stood up slowly attaching her twin blades together creating a single long bow. "Now Spider-man" She drew her bow back, a single long sickly black arrow aimed at him.

"The Hunter!" The brown skinned woman exclaimed. A Silver blur slammed into the red dress woman slicing her bow into two.

"Qrow" The red dress hissed hatefully. "We're leaving" The red dress snapped whipping around running into the tree line, her associates following quickly.

"Who knew someone so beautiful could be so mean" Qrow turned to Spider-Man getting to his feet, he stood shaking like a leaf in the wind. He gently touched the bullet hole on his left hip. Before falling face first into the ground.

Qrow had carried the unconscious Spider-Man into town. He had picked up the acidic scent coming from his wounds. He quickly found them a room for them to stay in. "Amber in my bag quick I have a base I can use to neutralize the acids in that woman's bullets" Qrow barked as he laid down boy. "Of course there would be no doctors in this back water town" He slurred as he poured a white powder on the wound, which sizzled and fizzed against the pale white skin. Qrow tugged off the sweater. "Get me he bandages" Amber instantly hand the white fabric to Qrow who began binding up the wounds tightly. "His Aura should get to work healing the damage we just got to keep him from losing any more blood" He pulled off mask careful around the cracked goggle.

"He's just a kid" Spider-Man heard a female voice faintly. The face was surprisingly young, atop his head was wild blonde hair. "What the hell was he thinking?"

He cracked his eyes open slightly. On his left was the brunette woman he had tried to save, her chest was bound in white bandages. She had dark brown skin, and a deep mahogany hair colour. She shot him a kind smile as she said "He's awake" He looked around to small dingy room, with a second small single bed.

Spider-Man touched his face "My mask" He groaned.

"Can you even see out of these" A Dark haired man streaked with grey placed the googles over his eyes. "Geez" He took a swig out a flask. He turned his red eyes on Spider-Man giving him a once over, his thin frame, hid a tight packed muscle. "Now care to explain how a kid was able to survive a fight with those killers" He eyes sharpened.

Spider-Man sat up and winced, touching a burnt bullet hole. "What kind of bullets was that woman using"

"Acidic dust round best as I can tell" The man tossed the mask into a pile of clothes.

He gently touched the wound through bandage sending a wave of pain through his body. 'Stupid stupid stupid' he berated himself 'I learned nothing from my mom and dad' He was unmasked and nearly killed, he picked a fight where he couldn't use his abilities, and now these two were going interested in him. "What's your name?" Qrow asked coolly.

Spider-Man debated for a second, looking from Qrow to the woman he had tried to save. "My name is Jaune Arc"

Qrow's eyebrow shot up "An Arc of Arcadia?" Qrow looked the boy up and down. "You're John and Abigail's boy" he stated with a swig from his flask. "What are you doing so far from home boy?"

Jaune got a distant look on his face, the room got quite as he began "My village was attacked, the Whitefang let Grimm into my city. I gotta find out why, so next time I can protect Arcadia"

"And the mask?" The young woman remained by his side as she asked him the question.

"With great power comes great responsibility" He fell against his costume weakly pulling on the damaged hoody. "What I'm going to do is going to make me a lot of enemies" He slipped on each silvery web shooter. "My family and home can't be a target. So if I do good, I don't need praise, I don't want to be a famous Hunter, I have everything back home. I just need to keep them sa..." Jaune felt light headed darkness began forming blotches in his vision.

The young woman jumped up from her seat by his bed side "Jaune!" He raced to his side as the skinny teenager collapsed forward.

 _ **SIX MONTHS PRIOR**_

Jaune Arc looked out from his parents Balcony. Arcadia was a city situated on a island on the northern tip of Vale. It was ancient in design, almost as old as the four great schools of Remnant. Given to ancestor after the first Great War. Jaune could see right to the city wall, and down to the port. Cobblestone streets mixed with asphalt streets, old brick and new steel homes were a hobbled together in quilt of new and old. "Jaune" His father clapped him on the shoulder.

Jonathan "John" Arc was the exact opposite of his son. His hair was a deep brown his eyes almost black. Where Jaune was short for his age, and had a thin wire like frame. His father was tall six and a half feet, with arms as thick as Jaunes entire body. He was bare chested in the morning light. "Don't worry my boy" John assured his son confidently. "We'll meet these Schnee's see what they can give Arcadia, then we'll know if the betrothal is worth it"

"I Still understand why we're even entertaining this idea" Jaune whined as he looked slouched over the railing.

"Arcadia can't continue to be an island among continents, we need to bridge gaps. The Schnee family can help us with Atlas" John looked back to his still slumbering wife. He knew where Jaune had gotten his frame from. She was small five foot three, long blonde hair, and the same electric blue eyes Jaune had. He had met her when his father had sent him on a trade mission with Vales council. She was beautiful, and he proceeded to make a fool of himself. "Son we have great power over Arcadia and its out job to use that power responsibly. To help our people thrive"

"Because with great power comes great responsibility" Jaune cast smile halfheartedly to the larger man. "I Know our mantra dad" Jaune sighed, voices echoed in the distance. His family was awake, and he was happy.

The Day was spent in a busy haze, he seen each of seven older sisters rushing to the bathroom to closets strewn across the manner. For as much as he was built like his mom, his sisters were built like their father. Tall gorgeous brunette woman, with deep almost black hair. They were like living version of the Amazons of legend, natural warriors each finishing within the top five of their class before returning home. Each in their own way more deserving of being made their fathers heir, each being more respected then him by the people of Arcadia.

"Jaune" His mother was doting on her youngest child, attempting tame his wild blonde mane unsuccessfully. He had put on his nicest set of clothing. A Dark blue suit, with meticulously buffed bronze, and pearl cuff links in the shape of the Arc double crescent shield. "You'll make us proud" His mother kissed his cheek "You always do" She ushered the young Arc out of the room.

The hallway was had a earthy musk, it was lit by dim almost yellow light. His shoes clicked against the recently buffed hardwood as he made his way towards the spiral staircase. "Schnee Dust company, Weiss, singer, Glyphs are a unique semblance" Jaune's rapid whisper reminded him everything he had learned before he was introduced to the younger Schnee daughter.

John was standing at the bottom of the stairwell waiting with his eldest daughter on right side him. "We're being made guest on the Schnee airship" John reminded his son as he took his position to his left.

As Soon as the door opened Jaune could see the air ship in question. It was floating in the bay, sharp clean edges against the old fishing boats around it. "Well they know how to impress" His Jean stated simply, eyeing the large ship.

The three Arcs entered the huge bulkhead, greeted by two people. The man Jaques Schnee wore a white suit, a dark red napkin poking from his pocket. His daughter wore a long similarly white dress, dark red frills mixed with light blue scales, making her skin almost glow. "Jonathan" Jaques raised his.

"Jaques" Jaunes father took the mans hand in his larger calloused grip.

"Weiss, why don't you show them around the ship" Jaques sharply shot to his daughter.

"Of Course father" Weiss curtsied allowing the light to hit her face at the right angle for Jaune to see thin scar stretching from the top of her forged down her left cheek. 'How did that happen?' The young Arc asked himself.

As the young woman led Jaune, and Jean down the ships many halls. Jaune was able to take in the sights of the might Atlas ship. It was more of a floating fortress. Meticulously cleaned, matching Weiss, and Jaques white colour scheme perfectly. "Our ship is state of the art. Every modern weapon for facing Grimm can be found in this ship. But it's more then a war ship" She pushed open a door revealing a large pool. "It has all the amenities to live comfortably" Weiss explained smoothly, as if she had practiced this speech a hundred times over. "From a competition sized pool, to a training room" She gracefully opened a door revealing a weight room. "Father had the white fortress modified for this trip, adding a laboratory" They walked into a large domed room, men in women in lab coats rushing around the group.

"Whys that?" Jean tapped a glass case with a brilliant red and blue spider.

"The Schnee Dust Company is interested in rapid expansion into more then just Dust" She stood in front of the case. "These Spiders for example have been genetically modified using stem cells from a spider Faunus, and Grimm cells" She then pulled a bit of webbing from the top of case. "The hope is to create stronger more easily worked with material for a soldier using the webbing" A Bright blue explosion shook the laboratory taking the thresh focus off the spider's "Stark!" Weiss yelled "I'm sorry" She curtsied to the two Arcs. "Right now we're working on direct energy weaponry, it's proven to be more effective against Grimm hide then even Dust"

"Lasers" Jaune looked over to the bulky boxy gun. "Why bring a lab to Arcadia?"

"For you of course" She rolled her light blue eyes, looking at him as he was stupid. "I Did my research on you, if our fathers come to an agreement" She sighed. "You're marks are abysmal. You're not a natural hunter, you're not even the oldest of your siblings" She looked up at Jaune with contempt. "Instead you did what? Become a scientist? You're suppose to become a leader. instead you are hiding behind your family"

"Hey!" Jean was in the younger girls face instantly. "You better back up, or you might end up with a matching scar" She drew a large blade with practiced ease. A Bright red color caught his eye as he looked at glassed spiders. _'Ones missing'_ Weiss dainty hands shook as they touched the hilt of her rapier. "Weiss" His eyes caught sight of a long silver thread. "Jean" Neither woman paid mind to Jaune, nor the spider slowly crawling down Weiss's sleeve, towards the exposed flesh of her hand. "Weiss!"

"What I said was true, you're brother is a joke!"Weiss countered the taller woman.

"And you're a bitch" Joan countered quickly.

"Well this bitch brought your brother a state of the art lab to play with" Weiss.

Jaune acted on pure instinct quickly tackling the unprepared Schnee slapping the spider. "Joan!" He yelled as the arachnid arced towards her.

Jean training kicked in, slapping the spider back in the direction of the Schnee and her brother. "Jaune" she screamed, the bright red and blue spider landing on Jaunes neck. He heard the two young woman cry out fearfully.

Then Nothing

 _ **END OF PRELUDE**_


	2. Spider-Man and the Reaper

Jaune grunted as the a needle pierced his skin. Amber frowned his pristine skin had now had to many tiny scars to count. The young woman, and man sat cross legged on her bed. Since he had saved her Ozpin had all but kept her under lock and key. Only allowing her to leave Beacon with Glynda Goodwitch, his head teacher. Glynda wasn't a maiden of the seasons, but as a dust witch she had taught Amber much.

"Geeze" Jaune hissed as Amber tugged at the stitches to make sure they were tight.

"Quit whining" She tugged sharply incite a sharp amount of pain. "What happened tonight?" She asked long since learned to use his stories as an escape from the monotonous drawl of Beacon life.

"I Stopped a couple muggings, a human on Faunus beating, some guys wearing Ozpin and Glynda masks robbing an Automated Lien Machine" He replied, she smirked even after years her soft skin elicited a faint pink flush in his skin. "The White Fang, I don't know. I Came to Vale to find out why they attacked Arcadia. But outside of a couple riots their leaders have gone underground" Jaune ran his hands through his blonde hair, frustration evident on his face.

"Maybe that's for the best" She touched a scar on his hip. "Remember your last encounter with Adam Taurus?" She added with worry.

"Painfully" Jaune replied touching the same scar. He had been young and dumb. Jaune had learned that a man calling himself Junior had information on the Whitefang. He had gotten what he wanted after watching the man get beaten up by some blonde with shot guns strapped to her wrists.

Junior told him a couple of Whitefang lieutenants planned to attack a Dust shipment between Vale and the outer colonies. He managed to sneak on the train before it left Vale station. As it past the ruby red forest known as Forever Fall. He came face to face with his mortality.

 _And His name was Adam Taurus._

He wasn't large or imposing, wearing a simple black suit, with a elegantly stitched white rose on his right breast. Blood red hair and large horns, covering half his face was a red and white mask. Designed to look the creatures of Grimm. He had expected to win that fight. But Jaune was wrong. He was quickly overpowered, the man was faster, hit harder, and was more skilled then anyone he had faced. After he was bloodied and beaten Adam had thrown into the Grimm infested forest barely conscious.

Amber watched the frown deepen on Jaunes face. He knew he wouldn't forget the girls face as he was thrown on the train. Black hair yellow eyes, feline. The memory was burned into his mind. She was the key to finding more Whitefang figure heads, she was bold enough to not wear a mask. When he found her Jaune knew he would be in for a fight. But he needed to protect Arcadia.

"Jaune" Amber squeezed his left bicep "You should sleep" This had become a awkward routine for them. Every couple of nights the battered and bruised form of Spider-Man would climb through her window, high in Beacon tower. A floor below Ozpin's office, a floor above Goodwitch's. She would stitch up a couple of cuts, and then he would collapse on her couch, or bed.

The young man yawned his eyes heavy from sleepless nights, and hard days. "I Don't get it, Whitefang suddenly working with that bowler hat guy, and stealing Dust" He dropped backwards on the soft bed. Ozpin had made sure Amber had gotten the best, beds televisions, scrolls. If she wasn't trapped in Beacon she might've actually been happy.

"Sleep Jaune" She muttered gently running her hands through the matted blonde mane. He was young, but she could already see wrinkles beginning to form around his eyes. Dark bags had long since formed. He had taken the weight of being an Arc heir. She had visited him once in Vale, he was living in a boarding house. His parents were sending him money, but not enough. He had to make webbing and buy material to replace damaged suits.

She smiled fondly remembering how she had created the first suit. Months into his time in Vale his first suit was being held together by threads. She frowned as her eyes fell upon the face she had made. A red mask with dark webbing, large reflective oval shape goggles replaced the welding goggles. "You're killing him Spider-Man" She hissed at the mask. "His heart is gold, he won't stop. He won't ever tell you that you're killing him. For what!? recognition he deserves" She reached for the mask. "He's a hero you're a coward" She tossed the mask into the mess that was his suit. "Nothing more then a mask"

"Amber" His voice was quite, but it cut through room like a knife.

She whipped around tears pouring down her cheeks. "I Want you to stop" Jaune was taken aback by her statement. She had always been supportive of Spider-Man, never turning him away. "I've talked to Ozpin he'll let you join this class. Become a hunter"

Jaune went straight for his costume. "I Can't not till I know why the White Fang attacked Arcadia" He tugged on his pants and shirt, slipping on the silver web shooters as he pushed open the window. "Spider-Man is still needed. When he isn't that's when I'll stop" He jumped out the window firing a web back at the tower he disappeared toward the main campus.

"He'll be fine" Amber turned towards the door. In the faintly lit doorway stood Ozpin, sipping at a white mug. A Long green house coat stretched past his knees. Silver hair a mess, and glasses dinged and scraped. "You needn't worry about Mr. Arc" He calmly sat down on a chair by the door. "He's young, brash, stubborn, but he's also intelligent, and driven. He'll be fine" Ozpin met Amber eyes.

"You don't stitch him up" Amber countered angrily.

"No, but I would be the one to take him home if something happens to him" Ozpin replied easily. "We all worry about the boy Amber, myself, Qrow, Glynda. He's making a name for himself in Vale, and the outer colonies. A Lot of his enemies are powerful. But people are starting to look up to him, he's becoming their hero"

Amber frowned at the conspiratorial way he said hero. "Jaune isn't another one of your pawns. He's not like me or my sisters"

Jaune swung quickly between trees, gaining momentum with each web. To the naked eye he would be little more then a red and blue blur. The cool night air felt good against his hot body. With a particular powerful leap he punched through the top of the canopy of trees. "Whoo" his voice echoed through the silent night. The broken moon of remanent hung low in the sky. Jaune was gone, replaced by Spider-Man, the costumed figure dipped into a front flip. As soon as he arced back into the tree he fired a web quickly he swung his hip over a particularly large tree branch. He fired two webs, and slung shot himself through a Y in a tree.

He stopped abruptly, Beacon was on a natural plateau, nature itself protected Beacon from the Grimm. Vale wasn't so lucky, humans over generationsbuilt large walls around the city. Most people, and even hunters had to go through one of the gates. However Spider-Man wasn't most, he fired a web between two trees and jumped towards the ground. He felt the webs go tight as he landed on a smaller tree. Be pulled the web's in his hand even tighter, the tree creaked and groaned as Spider-Man put them under pressure. Spider-Man hollered as he flew out of the trees, he fired a web as he began slowing. With a tug Spider Man flew over the wall. He was a stick against the night as he dropped into the city. As soon as he past into building level he launched a web.

 **DAYS LATER**

Spider-Man was swinging through the city a week and a half after leaving Amber. "Man it's sucks arguing with your friend" He sighed, leaping from webline to side of building. "Quite night" He launched a web between two buildings. Landing in a web hammock he closed his eyes. "She's just trying to look out for me" He groaned loudly "maybe I should just go apologize" That's when an almost painful electric shock traveled through his entire body. "The tingles" He rolled to his feet looking around the relatively quite streets. Only a single building seemed to be open for business.

"From Dust till" He began only to be cut off by a man flying out the stores front window. Spider-Man jumped from his hammock landing on a nearby street lamp, squatting his hands between legs. "Hmm, there goes the quiet night" He commented to himself as a girl flew out the now broken window. Even him with his augmented senses could barely follow her rapid movements, jumping in random directions. She had a long flowing red cape, which seemed to be radiating rose petals 'probably her semblance' Spider-Man thought. As she came to a stop Spider-Man got a proper view of her weapon. "A Giant scythe" He muttered getting the young woman's attention. Her hair was dark almost black wine red tipped by a brighter red color. But her eye color was what surprised him the most. They were almost a pool of liquid silver shimmering against the moon light. "Talk about over compensation" He quirked his head to side, her eyes were the size of dish plates. A wide grin stretching across her features.

"You, you're Spider-Man!" She pointed at him, her voice cracking audibly.

"Spider-Man?" The two turned to a man wearing a long white trench coat, a pitch black bowler hat covering his orange hair. "Well this complicates things. Five men ran by him, and down the street. "Hey where do you think you're going!?" He yelled at the group of henchmen fleeing the scene.

"If it was just the girl fine, but we ain't stupid. That's the fricken Spider-Man" One yelled as he turned into an alley.

"That my bowler hat wearing friend is a genius level henchmen. You should be proud" Spider-Man mocked the man from his spot atop lamp post. "I'm looking for the leaders of the Whitefang I know you're working with them" Spider-Man leaped high into the air, beneath him the lamp post was blasted into pieces by the cane using criminal.

He quickly twisted the cane on his wrist firing at the unprepared scythe wielder. A Ball of bright orange energy knocked her back two steps as she sliced it in two. The Scythe wielder fired a blast out the head of the scythe closing the gap between the two in a blink. With a wide arcing swing scythe met cane. Both weapons exploded with gunfire. Spider-Man sprayed a web "I Hope those are rubber bullet or are you being plain stupid" He exclaimed ripping the young weapon wielder away from her deadlock.

The young woman knocked a baseball swing aimed at Spider-Mans. "I'm just trying to help"

Spider-Man drop kicked the unprepared bowler cap back into the shop. "I know" He shoved the scythe wielder out of the way of a sizzling ball of energy. "Aiming for the kid!" He yelled at the man swaggering over to the costumed hero.

"Spider-Man" He greeted confidently "Here I was thinking that the Whitefang were just incompetent" He swung his cane around his left wrist, letting it fly towards onto his right. "But as I live and breath, the masked hero of Vale in the flesh"

Spider-Man frowned under his mask, his spider-sense sizzling continuously. "I Guess I really need a PR person" Spider-Man cast a glance to his companion prepping her scythe for battle. "But atleast being a myth it's better then being infamous"

The man chuckled loudly "Oh you got jokes, I guess it's better then red over there, all kicky and scythe swinging" He calmly allowed his cane to touch the ground, kneeling on it. "Now imagine something for me Web Head. Me and you working together, you're Faunus. Get a little respect, and a lot of money win win" He tipped his hat to the red and blue suited hero.

Spider-Man took a faux thoughtful stance his right hand scratching his chin. "Me and you working together, money, respect. Tempting but red blue and orange don't really match"

"Such a shame" Spider-Man was already back flipping as the bowler hat tossed an almost glowing orange crystal. He landed and leaped back, the crystal arcing towards him. Spider-Man flipped and fired a web into the back of the scythe wielder pulling her into his chest as he twisted his back facing the crystal "This is going to hurt" He cursed himself as he pulled her in tight to his body.

A Bright purple flash followed shortly by a loud explosion shook the quite Vale street. A Older woman wearing a black pencil skirt, and white blouse with a ample amount of cleavage was standing between the three combatant. A Dark purple shield etched with elegant flower like formations had appeared in front of her. "Glynda!" Spider-Man released his grip on the scythe wielder and flew into the older woman. "Glynda! Glynny!" He yelled joyfully. "The harsh huntress with the piercing green eyes!" He looked at the large scorch marks in front of the shop. "You beautiful thing you"

"Torchwick" She paid no attention to Spider-Man. Her entire focus being put towards the man. Her sharp green eyes never leaving the enemy in front of her.

"What aren't you going to arrest the vigilante?" Torchwick asked coolly, his eyes shifting around wildly.

Glynda's long purple cape fluttered as she raised her riding crop to chin level with Torchwick. The head of the crop flickered with a purple aura. "You're coming with me" It was a simple command. "As an officially licensed Huntress I am putting you under arrest"

Spider-Man froze, his entire body electrified as he heard the roar of a bulkhead, the whir of a chaingun. The Scythe wielder would be hit first she was unprepared, as the ship shot into view from behind them. Glynda Goodwitch would be ok, she was already creating a half dome aura shield. He had one shot, there was an over hang ten feet away. The scythe wielder fired a shell, becoming a blur of red rose petals. 'So fast' He thought as she whipped by him, he felt a tiny had latch onto his wrist. The two crashed into the wall underneath the over hang, leaving a sizeable crack up the side of itl. "So you're fast" He groaned. _'I Gotta a lot of work'_ He thought awe stricken by the sight of huntress in front of him.

Glynda was waving her riding crop so fast it looked like ten, bullet after bullet of the chain gun bouncing harmlessly off to either side. Torchwick raised his cain, only for the woman to do a lightning fast twisting flip. Firing a wave of dust particles from Torchwicks own explosion into his face stumbling him back. With an explosive cane assisted leap Torchwick landed on the Dust till Dawn sign rubbing his face with one hand. "Crap she's no joke"

"Spider-Man" Glynda flicked her neatly trimmed brow towards the man, still blocking every bullet fired from the gun.

"On it!" He jumped high into the air firing a web back he pulled himself to the side of the building. Spider-Man landed into a fast crawl, scaling the building with lightning fast quickness.

"We could've done great things Spider-Man!" Torchwick yelled from across the street. He jumped into the side of the small hovering bulkhead. "Focus on the huntress" he hissed at the pilot quickly taking the co pilots seat. "I'll get the Web Head"

Spider-Man stood rooted to roof as she came into view "It's her" Spider-Man stumbled slightly. Standing in the exposed fuselage, her dress was the same colour but different cut. Her hair longer but the same raven black. But it was the glowing amber eyes, she was paying him no mind, preferring to sling dust and arrows at Glynda. Each attack expertly countered and reflected back at the bulkhead.

The Chain gun swivelled away from Glynda, taking aim at the web head. With speed he didn't know he had he ran across the roof, bullet began pouring out of the gun aimed directly at him. Adrenaline poured into his veins, aura, the encompassing blanket of his soul fed his speed, and strength. 'Amber' She saved him, Qrow and her unlocked his aura. 'Amber' His friend. Spider-Man jumped off the roof, he felt the wood crack beneath his feet. A Single white strand of webbing shot from his wrist arcing onto the web. He could kill her, if he chose to. Shattering aura was an easy task with his strength, he felt the familiar tug as he swung skyward. He wouldn't. He was going upward in his swing. His large white eyes glinted in the moonlight. "Crotch!" He yelled as he released his grip. Twisting mid flight, he could see arrows narrowly missing there mark.

He Slammed into the young woman wrapping his legs around her head tightly. With a sharp twist of his hip he threw her across the bulkhead. She pulled herself off the dented wall, and fired an arrow blindly. Spider-Man was a blur as he twisted over the arrow landing in a powerful push kick to the woman's stomach. She snapped her bow into two daggers. "You're the kid" She stabbed blindly at Spider-Man forcing him into a back pedal.

"She remembers, oh you make my maiden heart swoon" He taunted as he back hand sprung, kicking one her daggers with enough force to bury in the ceiling of the bulkhead. Her elbow cracked into his throat viciously.

"You stole something from me that day" She kneed him in the gut. Spider-Man was quick counter by suplexing her into the ship with enough force to unbalance its flight.

"Get him off the ship" Torchwick yelled at the two scuffling warriors rolling back to their feet. With a flick of her wrist she fired pillar of grey glass from her dress, impaling the pilots seat. "Watch it!"

Neither fighter payed attention to the Torchwick. Dark amber eyes glowed in the shadows of the bulk head. Across from her standing in the moonlit eyes reflecting becoming a pure white was Spider-Man. "Look at you" She waved her petite hand in his direction. "All this power and you do what with it? Squander it!" Her voice carried a manic edge. "Do you know what I would do with that power!?" Her menacing amber eyes blazing. "Oh but don't worry little spider..."

The bottom of the Bulk Head blazed to life. Spider jumped for the ceiling only to be interrupted by a powerful spinning kick to the neck. "My power far eclipses yours" Spider-Man heard as he was sucked out Bulk Head, thrown in the city below. The woman in red holding onto the hilt of the blade he had buried in ceiling.

'Think' He clawed at his partially closed wind pipe spinning wildly. "Spider-Man" Glynda flicked her riding crop, dropping anything remaining in his telekinetic grip. sshe swung her crop quickly creating a purple shied below Spider-Man. Who plowed straight through it, continuing his downward decent at a slower pace

 **?**

'She could've beaten me at any moment' Was Spider-Mans first conscious thought. "Welcome back to the land of the conscious Mr. Arc" Jaune turned his towards the silver haired professor sitting by his bed side. "I Must say you gave Amber quite the fright"

"Ozpin" Jaune croaked through an aching throat.

"You're not that rash. Why did you jump into the Bulk Head?" Ozpin voice gained a serious edge looking at the teen from above his small glasses.

Jaune winced touching his bruised throat. "It was her, the woman in red. The one who tried killing Amber" He coughed, grabbing a small glass of water by his bed side.

"You're positive?" Ozpin frown stretched low on his face, hidden wrinkles becoming accentuated.

"Yes" It was simple reply. The green and black clad professor stood up abruptly. His stride was quick, his silver headed can clicking against the solid stone floor. "Professor" Jaune stopped the rapidly leaving teacher. "Amber told me you that I had spot in this years group"

A Smile took years off of Ozpin's worried features. "You had a spot since saving Amber Mr. Arc"

Jaune looked down at his bruised fist, his throat throbbing, his body aching. "I Need training, she could've killed me tonight. Me and the scythe girl. If Goodwitch wasn't in the city" He looked towards the plain white ceiling. "I Never planned on becoming a hunter. I Don't want be a famous hero that's my sisters. But I can't keep running around untrained. My powers took me this far. But I need to get to the next level. Adam Taurus, the woman in red, the moss head, and metal legs. They can all kill me if I run into them" He sat up "professor I want to join your school"

 **?**

A Woman in a skin tight red dress, she nursed a dark blue bruise. "Tell Cinder, how is it a boy in a mask beat you?" Cinder was standing in front of a small computer. The person she was talking to obscured by darkness.

"He's gotten stronger then when we fought him last" Cinder replied her head bowed low. "Mistress, if I may speak" Cinder respectfully requested.

"Speak" The voice was smooth powerful.

"He might become a threat to our plans. My subordinate Emerald has seen him leaving the city towards Beacon" Cinder tone was schooled to hide any emotion.

"You think he's one of Ozpin's?" The woman kneeled forward, her eyes glowing red against the darkness, her skin white.

Cinder thought for a second before replying. "The Fall Maiden was young, inexperienced, powerful like all her kind. I Think maybe the Spider, and the Maiden have a kind of relationship. Romantic or otherwise I don't know. But he goes to her"

The woman remained calm "Your ally Adam Taurus said he killed the Spider-Man"

"Yes and I believed him till tonight mistress. But it wasn't the powers, but the moves, not the voice, but the words. That's the same Spider-Man I battled, the one who stopped me from achieving our goals"

"The Whitefang have enforcers correct"

"Those three idiots? Why them?" Cinder was taken aback by her mistress's request.

"I Wanna see Ozpin's latest creation, his hero"

A Maniacal laugh echoed through the room. "Please my queen allow me the pleasure of finding this spider" A Long tail stretched out from underneath a grey trench coat. "After all scorpion can kill spiders"

"No" She turned to the man. "We have enough forces in Vale. The Spider-Man will fall" Her eyes glowed with malice. "When I want him to"

Spider-Man swung down to street level grabbed a mugger and threw him high into the air" He webbed him up to a street lamp. "Here you go citizen" His gave a false deep voice as he handed a woman a purse. She waved at Spider-Man screaming out "Thank you!"

 _"It's funny isn't it Ozpin" Spider-Man swung between two trucks. "He's changed the path we were on. Stole my dear sweet Cinders destiny from underneath her nose. When the great Qrow Branwen was destine to fail. But this changes little Ozpin" The woman looked out to the deadland where her Grimm spawned from pools of inky black tar. "Train your hunters and huntresses, build your monuments to mankind. Let them raise Spider-Man up on their shoulder, let him be their hero. All of it doesn't matter, makes them easier break. For when he falls"_

 _"Everyone falls"_

Spider-Man flew through the air. Each time he reached the apex of his swing he let out loud WaHOOO's and Ha's. "I Love you Spider-Man" A Kid screamed from street levels.

" _You know that how Salem?" Ozpin's voice was smooth and kind. A completely juxtaposition on the woman's sultry, and dangerous voice._

Spider-Man went from swing into a powerful shoulder tackle knocking a man off of a ALM. "Marko, O'Hirn?" He looked at the two incredulously. "Really guys?" He webbed the man wearing a grey hoodie to a wall of a building the ALM was in. "How many times do I have to stop you?" He simply,webbed the man wearing a multi green stripped shirt to the ground.

 _"I Won't lie and say I planned on him. No I alway believed we would find victory a simple honest soul"_

Ruby Rose had a mouth full of cookies, her voice came out garbled "That's my uncle"

 _"But I've come to the realization, that maybe victory, or hope. Can be found in more then a simple honest soul. A Warriors soul, a simple one tracked soul. I Never planned on Spider-Man. But he gives the people around him hope. So if you can, take our monuments, kill our hero's, our hunters and huntresses. Because you can't extinguish the one flame he ignited. You can't extinguish the simplest human emotion. Hope. You can hurt him, break bones, bleed him dry. But he's already given the people hope._

 _"If you and your Grimm fear one thing it's hope"_

AN

Blake and Yang are the only ones Jaune (as Spider-Man) has interacted with currently. Blake because he's been hunting Whitefang. And Yang because she's hunting Raven, and their paths had crossed.

Right Jaune is a well practised, but still lack the skill of characters like Adam Cinder Ozpin and Qrow. He's slightly above the core cast (RWBY, and NPR) because he's a potent blend of speed. Contrary to popular beliefs Spider-Man is fast. A Minor speedster, slower then Ruby. But faster then everyone else. He's Stronger then Nora and Yang. But both have the absorption semblances however to reach his level.

But most importantly is he's been fighting in life or death situations. Forcing his skill level to skyrocket. While somebody like Pyrrah are better pure fighters then Jaune. Meaning in a tournament style fight, with no outside influence. Pyrrah would beat Spider-Man. However she's not ready for somebody to metaphorically bite her hand, throw dirt in her eyes, or fight just plain fight dirty.


	3. The Vulture

?

A Single man walked towards a female form. He wore a white lab coat thin wire from circular glasses. His white hair was as unkempt as his beard. "Adriana" He greeted the woman. Her hair was long white and thinning in the front. She was thin almost skeletal, with a long pointed nose. She opened her eyes to look at the man, they were a deep almost avian yellow. With a inhuman sharpness. "You want revenge right?" He pulled a scroll from his pocket "The youngest daughter has finally left the protection of Arcadia" A Picture flashed onto the glass. "He stole your work on Human Faunus integration"

The woman slowly stood up revealing a set of talons she had for feet. Her finger each tipped with long claws. "Where is Schnee?" She screeched. Her long green cloak fluttered at her feet, for a split second. Then the cloak exploded off her body revealing a large set of bird like wings affixed to her back.

?

Jaune sighed as he pushed open the door to his room. "Hello Jaune" He froze at the sound of the voice. Standing five feet down the hall was his fiancé. Her hair was longer now then years earlier. "Jonathan and Abigail wished for me to check on you" Her voice had a worried edge. "Jaune" She strode towards him, her long white skirt fluttered. "Your sisters miss you. Why haven't you sent them letters, called the, visited them?" She wore a simple white blouse and red tie. "Jaune look at me"

He sighed and turned to her. "Weiss" He croaked turning to her. "How is everyone?" He cracked his door open.

She eyed the room critically, a single bed half made was on the wall. There was no stove, but a table with two chairs were by the half open window. "Have you been eating?" Her nose crinkled at the sight of many ramen cups in the garbage.

Jaune chuckled "Of course I've been eating"

Weiss suddenly did something unexpected she lunged forward and hugged the recent Hunter in training. "What the hell Jaune" She hissed angrily. "You disappear in the middle of the night, on a fishing ship" Weiss placed her hands on her hips "You're lucky my father thought Jonathan sent you on a training trip"

"I Thought you would've been happy. It's not like either of us are wanted this arranged marriage" He sat down at the table with a grumble.

Weiss pale skin flushed as she sat across from him. "Is that why you ran?" She asked simply.

"People died Weiss, my family, you. You guys are strong" He looked out the window sadly. "I'm the heir to Arcadia, if something happens I need to be able to help"

She gently took his hand in hers, surprised the callouses "Jaune"

"Don't patronize me Weiss. We both know you would rather be home in Atlas then married to the son of some back water war hero family" Jaune snapped angrily.

Like she had been slapped she pulled away from Jaune. "You don't know me it's been years" She stood up and slapped him soundly. "I Came here because your mom, dad, and sisters are worried. They think you're never going to go home!" She walked towards the door quickly. "Keep running Jaune. Be a coward" She looked back to the blonde sitting at his table. "You're hurting people we both care about"

She walked out of the boarding house quickly, her heavily worn sneakers felt soft in between her toes "Schnee!" Came a screeching almost ear drumming popping screech. Weiss whipped her rapier out, a revolving clip of dust spun around her sword. "Schnee" Weiss barely blocked a talon from striking her face.

"Doctor Toomes!" She looked up to the flying woman in shock.

"Don't call me that thief!" Toomes talon latched tightly on the rapier. "I Believe your father called me the Vulture before throwing me out" Suddenly the two began to lift. "But look at me now!" She chirped proudly. "I Found the key" The Vulture laughed as she slammed Weiss's head into the wall of the boarding house. "But you and your thieving family took my work" The two gained height. "My life" Weiss clenched as she was dragged across the hard brick building. "My genetically altered animals!" With a mighty swish of her hip she raised Weiss of the side of building, then brought her back into building. Burying her the stone. "You've had your aura awakened" She gave a sadistic grin as the hard blue eyes of Weiss met her own.

"Weiss!" Jaune watched as the Vulture ripped Weiss out of the wall only to smash her back into it. The young former heiress aura began to crackle under the repeated beating. Jaune ripped a mask out of his pocket and ran for the open window.

The Vulture screeched as red and blue blur slammed feet first into her rib cage. The pain forcing her to release her death grip on the Weiss's rapier. "Whoa guys talk about playing tag hardcore" Spider-Man commented as he swung away from the bird Weiss in his arms.

"Who are you?" The women exclaimed.

"Man first Torchwick now beaky and snow queen. I Really need to get a publicist!" He tugged powerfully, jumping over the Vultures attempt to spear him "I'm Spider-Man" He continued to swing quickly kicking the woman as he went by.

"You're one of the Schnee's fake Faunus. You're using MY WORK" Vulture screeched as she flew towards the two.

"Really I'm not" He twisted on his web, but got clipped by the Vulture long razor like feathers. "Not cool!" He yelled touching the exposed skin on his rib. "I Have to sew these myself"

"Take this seriously we can die here!" Weiss yelled into the web head ear.

"I Am taking this seriously, note serious face" Spider-Man replied looking straight into young woman's face. White eyes met blue. "Oh right mask"

"I'm going to die" She cried out. "Just put me down I have enough aura I can fight once we get to ground level"

Spider-Man suddenly released his grip on Weiss, he back flipped over the Vultures literal flying drop kick. Slung shot into Weiss's waist with a perfect web line. "Seriously you're the bossiest princess I ever rescued" He countered as the two fell towards the street below. "Also the youngest, and the first" He added humorlessly.

Down on the street two police officers were talking "He's not helping, a couple of low level thugs taken off the street. While the big fish continue recruiting"

"Yeah well eventually the little fish will stop biting" A second officer replied.

"Princess incoming!" Spider-Man yelled as he swung by, throwing Weiss into the inspecting officer. "Now where's birdy" He said looking around.

"Schnee!" The Vulture dove for Weiss.

"Of course" Spider-Man swung like a pendulum back towards Weiss. The former heiress ducked narrowly avoiding a talon from slicing her head.

"What the" The police officer looked around wild eyed.

"Inside" Weiss dragged the two into a nearby building.

Spider-Man slammed into the bird with crack. Clinging to her body while saying "You know I respect anyone who dresses like their favorite animal" He he jumped off the Vulture as she slashed at him wildly.

"You!" she growled "You stopped me from getting revenge. You stole my work"

"I Didn't really steal anything, I mean a did create my webbing. But that's one hundred percent Spider-Man trade marked" He quipped swinging backwards as the Vulture flew towards him.

Just before reaching him she veered off wildly Screeching "I'm here for a Schnee" Spider-Man landed on the side of the building.

"Ok that was weird" Spider-Man stated pointing in the direction the bird flew off in.

?

"And that was live?" Three men were sitting in front of Cinder. One was large, seven feet with large ox horns. Second was a average height man he had large white cowboy hat covering most of his face in shadows, the last man was tall but skinny with a long yellow and black tail wrapped around his waist. "Well boys looks like we're flying with the freaks"

VALE

Jaune bounded down the street. He caught sight of a long white pony tail. "Weiss!" The girl turned straight into a powerful hug. "Are you ok? I saw the bird lady grab you. I chased you guys for blocks"

Weiss sighed her heart rate racing "No I'm not" He could feel her tears soaking into his shoulder. "Years later and I'm still my fathers daughter" He felt her tighten her grip. "His sins are mine"

"No they're not" Jaune pushed the shorter girl off his chest. "You know all my life I heard how great my father was. How one day I would be just like him. Just look at my sisters the people of Arcadia would say. But as I got older people saw how average I am. I'm not tall, or strong, there are people smarter. With a better semblance, stronger aura" Weiss was shocked by his statement. "I Ran because people died Weiss. I Ran because people came to me the night of Invasion. I Didn't help them"

"Jaune" She whispered watching the cheerful boy, become a self hating man.

"My dad my sisters they saved people. And all I did was hide. I'm a coward. Arcadia deserves better. My father created a unreachable goal" Jaune smiled down at her. "So I'm not gonna try to become Jonathan Arc. I'll settle for being Jaune"

Weiss suddenly started laughing "You're taller then me now aren't you?"

HOURS LATER

Weiss and Jaune were sitting in a small diner. "How did you get into Beacon" She pointed incredulously at the blonde.

"Way to make a husband feel good Snow Princess" Jaune quipped.

"Fiancé potential boy" She elegantly bit at her salad.

"So how are they?" Jaune bit into a burger, his stomach screaming in approval.

"They miss you" Weiss smiled sadly. "You're mom was heart broken for a couple months afterwards. Jean she took over as heir, at least till you go home. They're worried you're never going home. Do you mind if I tell them you plan on returning to Arcadia?"

"No go for it. In fact I'll send them a letter with yours. I was being childish" Jaune frowned 'the tingles' The glass of the restaurant window exploded.

"Schnee!" A Talon like foot smashed into Jaune's unprepared rib cage. Throwing the teen across the restaurant. He punche a hole straight through the front counter.

"Jaune!" A Glowing white platform formed beneath her sneaker clad feet.

In a blur of white she shot across the restaurant "No!" The Vulture screeched. Sliding between the non-moving heap of wood and glass, she kicked Weiss back. 'She's strong' Weiss winced as she slammed into the ground. Instantly rolling back to her feet she created a pitch black glyph. The Vulture flight was instantly stopped driving the old lady into the ground. "What did you do!?" She hissed pulling at the invisible force.

"Can't fly under ten times normal gravity" Weiss replied flicking her long white hair proudly.

"No" She slowly rose to her feet. "But I can still do this" She flicked her wing send ten razor like feats flying towards the unprepared huntress in training. With a twist of her rapier she deflected the feathers. Without realizing it Weiss had let her gravity glyph go allowing the vulture to close the gap between the two with a shoulder tackle the two crashed through the broken window. Instantly Weiss brought up a wall of ice blocking a car from hitting the two. But it created a platform for the Vulture to flying knee Weiss.

Jaune crawled out of the rubble groaning. "That hurt" He felt the bruise forming. "She's strong"

"Kid you ok?" He looked towards the voice of a waitress.

"I'm fine, the white haired girl?"

"They're moving down the block" She pointed to the east.

"Thanks" Jaune shoved the debris off his body and ran out of the store "Bill the Schnee Dust Company name Jauques" He yelled as he left view.

He ran into a dank alley and began pulling off his clothes. He bunched them into a ball and fired a silvery web gluing them to the wall.

?

"We've located the bird lady" A Voice rang through the cockpit of a small bulk head.

"Good. Now we wait to spring our trap"

VALE

Spider-Man swung down the street quickly. "I Guess just follow the destruction" Spider-Man the women were blurs of white and green. "Guys try singing, or maybe hug it out" He swung down delivering a powerful kick. "Ready for round two beaky?" Spider-Man smirked underneath his mask.

"You!" She pointed accusingly at the red and blue clad teen. "Why must you get in my way?" Weiss took advantage by creating a black glyph behind the Vulture and kicked her down the street.

She turned her sharp blue eyes on the vigilante "I Don't need your help" She hissed.

"Well humor me and accept it" Spider-Man replied. Both shot apart as feathers flew between them,

"I'll kill you both!" Vulture flew straight at Weiss. "Thieves both of you!" Her talon like feet cut into Weiss's shoulder blade.

"She's out of aura" Spider-Man fired a web into the middle of Vultures. His feet anchored him against the strength of the vulture. A Bolt of electricity shot through Spider-Mans unprepared body. 'Shit' A Meaty fist through Spider-Man ten feet in the air, where a man leaped out of a miniature Bulk Head.

Spider-Man saw a flash as he was kicked back into the ground with enough force to leave a small crater. "Spider-Man" A Texan accent greeted confidently.

'Weiss' Spider-Man eyes shifted around quickly. 'No!' He leaped to his feet as the former heiress was ripped off the ground. He jumped high firing a web, only for a stream of bullets to cut his webbing cleanly. "Can't let you go son" The man in the Bulkhead stated calmly.

"Who are you?" The two on the street wore matching red and white masks. "Whitefang?"He frowned as the larger man with ox horns cracked his knuckles. His simple black cat suit stretched over the mountains of muscle. "Well this is a strange flip of the script usually I'm chasing Whitefang members" He looked at the small man a yellow and black tail bound tightly around his waist, a long staff spinning quickly. "Well if you guys wanted a beating all you had to do was ask"

Spider-Man jump kicked the Ox horned man. But much to his surprise it was caught casually. "You'll find Spider-Man we're a cut above those punks you've facing" A Metal staff smashed into his right chin throwing the unprepared teen into a nearby lamp post.

WEISS

The Vulture flew quickly away from the four cackling. "No Spider-body guard now!" She purposely threw Weiss into the wall of the building, smiling as her aura flashed brilliantly. "How much longer do you think you can last thief!" Vulture slammed Weiss into the side of a building, quickly delivering two lightning quick jabs.

"I Haven't been privy to the SDC in years you old fool" Weiss hissed, the talons digging into her shoulders.

"Lies, just like your father lied about the Spiders" Vulture threw onto the top of nearby roof. "About the soldier formula" One of the Vultures wings cracked into Weiss's ribs. "I Built the Schnee military program, everything from the glider, to the directed energy weapons. MY WORK!" She flew back towards the former heiress. "I'll take your head back to your father if that's what it requires to get my work back"

SPIDER-MAN

Spider-Man dodged a flurry of staff swing, and back flipped over the large man. "Theres an innocent girl fighting that crazy bird" He fired a web at the large mans exposed back. "Do you really want that blood on your hands?" With a tug he flew towards the Ox. The brute turned towards the tug allowing Spider-Man to land on his exposed chest. Instantly Spider-Man sprayed a web into the mans face blinding him. Flipping off the mans chest as he blindly grabbed for him.

Spider-Man turned and was immediately hit in each cheek by the staff wielder. "Doesn't matter to us either way" The man with a cheetah tail stated.

"So you're fast" The man was a blur as flew into Spider-Man hitting him ten times in second. "But can you do this" Spider-Man dipped his head under a right cleaving swinging. Spider-Man elbowed the fast man in the gut, his aura exploded a bright yellow. The man hacked and coughed clawing at his stomach. "Didn't think so"

He turned to the Ox horned man and front flipped high into the air, his heel cracking the man in the back of the head. Leaving him in a unconscious heap. "Son you're making the enforcers look bad" Spider-Man didn't even spare a glance as he sprayed webbing over the two. "I can't have that"

"Well maybe next you should bring six that might be enough" Spider-Man jumped high into air. Machine gun fire cut into the building, Spider-Man quickly leaped over the Bulk Head barely able to track his movements. 'I'm coming Weiss'

Spider-Man twisted on his web firing a ball of web into the rotating mechanism of the machine gun. "You're making me angry boy" The Bulkhead and Spider-Man rotated up a building quickly, gaining height as they did. 'Where are they?' His mind raced, a city ablaze, creature of Grimm, Whitefang. 'Focus Spidey' Spider-Man banished his thoughts. 'She won't die, I'll find the Whitefang leaders, I'll protect Arcadia' He launched two webs to the lip of the building, with a tug he was slung shot high into the air. 'I'll protect everyone' He rotated high above the buildings. 'Where are you?' The roar of the Bulkhead engine catching up to him from below. The blazing tingle traveled through his body.

 _'Trust the Spider-Sense'_

underneath the mask Jaune closed his eyes. The entire world froze below him, he could see the man in the Bulkhead. He wore the same black cat suits but also a cowboy hat. The jammed gun fighting to chew through his webbing. The two men on the street below being thrown into a police cruiser. That's when he saw her, the Vulture. Weiss had domed herself in ice, and the bird lady was using flying kicks to chip away at her last line of defence. 'I'm Coming' He opened his eyes and flew right into a twisting flip, avoiding the Bulkhead completely.

Firing a web he launched himself a half a city block in an instant. He leap frogged over a building closing in on the flying figure. "Beaky, guess who!" He yelled as he speared the woman, his back smashing against the ice dome. Spider-Man swung two right hooks.

"Spider-Man" She clawed at his throat. The two were flying wildly above the city.

"Beaky" Spider-Man taunted the Bulkhead growing closer. 'I Hope this works' Spider Man jumped from the Vulture grasp. With elegance of a ballet dancer he landed in the middle of the wings raising his hands. "Come on bird brain!" He yelled.

Her wings flared out to there impressive twenty foot span. With a mighty flap she sent a hail of dagger like feathers down. Spider-Man jumped in to the propellers. He smirked as the metallic feathers were sucked into the propeller. "Got you Tex" Spider-Man swung underneath the the descending Bulkhead. 'Now the bird'

"You think you can hide from me?" Flew beneath the ship.

"No" He ripped the webbing clean off the gun. She barely had time to throw her wings front of her face. Bullets cut into her wings shaving a uneven hole into her wings, neither noticed a scroll fall from her green robes.

Spider-Man ripped the gun out off the Bulkhead "No! I'm doomed!" She screamed as she fell flapped wildly.

"Have you been paying attention?" Spider-Man pointed at his wrist. He jumped at the woman. As the two fell he webbed her up and swung towards the police cruiser struggling to throw the Ox man into their back seat. "Got one more boys in blue" He yelled throwing the Vulture into their cruiser. "One more on the way" He hollered going towards the smoking Bulkhead. 'Enforcers' He landed on the building. "Hey Tex" All the doors were open. "Tex?" He crawled into the Bulkhead ripping a feather out of the steel 'it's almost like a Grimm feather'. "Ahh man" Spider-Man slapped himself. "He got away" He swung towards Weiss "I Guess three out of four ain't bad" He whined out loud.

?

"Dan and Ox where arrested" The last member of the enforcers frowned at the screen.

"That's okay Montana you'll get another shot at him" Adam Taurus voice was a cold monotone.

VALE

Spider-Man landed on the building "Wei...Ice Princess" He tapped on the ice dome. He stuck his fingers onto the dome, he lifted it slowly. He shifted his grip to the now exposed lip of dome and flung it off the young woman. She was curled into a tight fetal position ball, cuts etched across body. 'Weiss' "Princess you okay?" Spider-Man knelt over.

"Did you get her?" Weiss's blue eyes met his own.

"I Got her" Spider-Man pulled the near limp girl into his arms. "I'm getting you to a hospital"

?

Cinder slowly walked into the large laboratory, strangely colored mucus green and yellow Grimm eyeing her with interest. "Doctor Merlot" She called out into the shadows. Adam Taurus hand tightly gripped his swords. "My mistress was impressed" She prepares her scroll. "Your Vulture" That's when screens blazed to life to reveal the fight. "Gave Spider-Man quite the fight"

Merlot looked down upon the two. "You could've killed me" He stated simply. "My Grimm are no match for you. So what are you here for?" He asked tinkering with a machine.

"We have a mutual interest in Spider-Man" Adam Taurus proclaimed eyeing the human Faunus hybrid with disgust.

"No we don't" He didn't look up to the screens "I Was testing his response, as long as my work remains in Mountain Glenn undisturbed he won't come looking for me" Merlot crazed eyes looked at the two.

"Our ally Torchwick is in Mountain Glenn" Cinder countered. "He knows Torchwick is involved with us" She motioned to herself and Adam. "If he goes to Mountain Glenn looking for Torchwick. What are the odds he finds your Lusus Naturae" Merlot's eyes opened wide at the thinly veiled threat. "Spider-Man does have a way of interfering on accident does he not" She added confirming Merlot's suspicions.

"You would sacrifice my work!" He roared, his Grimm growled in anger. "For your ambitions!"

Cinder calmly replied "You can continue your work. However" She tossed a broken and cracked scroll. "Finish what Adriana started. I want an army" Cinder got a sadistic smile. "Sandmen Rhinos Lizards I want them all" She tossed a cracked scroll in the direction of Merlot.

VALE HOSPITAL

Jaune sat by the hospital bed. "I'm sorry Weiss"

The Former heiress waved him off. "It's fine Jaune, I'm fine. I just look at this as work experience. I'm a huntress in training" She raised her bandaged hand. "I Wont even scar, once my aura regenerates I'll be healed in hours"

"Still I wish I could've helped out a little" Jaune complained.

AN

I'm looking for a beta reader I meant to put these three chapters in a burst to give people some thing to work off of. So if you're interested in being my Beta. PM me an updated version of any or all three of these chapters. I'll check it out see if we're compatible authors then get back to you.

Weiss story starts a bit further due to her living with a healthy family. She'll be more open, and her connection to the SDC is going to be less extreme (HINT HINT for when I reach V2)


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